As filed with the Securities and Exchange Commission
on July 27, 2021
Registration No. 333-256947
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAWSON INFRASTRUCTURE GROUP INC.
(Exact Name of Registrant as Specified in Its
Charter)
| Delaware |
|
2834 |
|
80-0445167 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.) |
Level 5, 97 Pacific Highway
North Sydney NSW 2060
Australia
Telephone: +61 2 8624 6130
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
James Manning
CEO - Mawson Infrastructure Group Inc.
Level 5, 97 Pacific Highway
North Sydney NSW 2060
Australia
Telephone: +61 2 8624 6130
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Chad Ensz, Esq.
Greg Carney, Esq.
Dentons US LLP
4655 Executive Drive, Suite 700
San Diego, CA 92121 USA
Telephone: +1 (858) 720-6361
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of this registration statement, as determined by market and other conditions.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
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Large accelerated filer: ☐ |
Accelerated filer: ☐ |
| |
Non-accelerated filer: ☒ |
Smaller reporting company: ☒ |
| |
|
Emerging Growth Company: ☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act ☐
CALCULATION OF REGISTRATION FEE
| Title
of each class of securities to be registered | |
Amount
To Be
Registered(1) | | |
Proposed
Maximum
Offering
Price Per
Share(2) | |
Proposed
Maximum
Aggregate
Offering
Price | | |
Amount
of
Registration
Fee(3) | |
| Common
Stock, $0.001 par value | |
| 503,357,990 | | |
$ | 0.8425 | |
$ | 424,079,106.58 | | |
$ | 46.267.03 | |
| Common
Stock, $0.001 par value (underlying convertible notes) | |
| 43,622,862 | | |
$ | 0.
8425 | |
$ | 36,752,261.24 | | |
$ | 4,009.68 | |
| Common
Stock, $0.001 par value (underlying warrants) | |
| 16,960,982 | | |
$ | 0.8425 | |
$ | 14,289,627.34 | | |
$ | 1,559.00 | |
| Total | |
| 563,941,835 | | |
| | |
| 475,120,995.16 | | |
$ | 51,835.71 | (5) |
| (1) |
The Registrant is registering for resale by the selling stockholders identified in the prospectus
contained herein up to 563,941,835 shares of common stock Common Stock, $0.001 par value (the “Common Stock”), which
consists of: (i) 503,357,990 shares of Common Stock, (ii) 16,960,982 shares of Common Stock issuable upon exercise of Common Stock
purchase warrants held by the selling stockholders and (iii) 43,622,862 shares of Common Stock issuable upon conversion of convertible
notes held by the selling stockholders. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities
Act”), there are also being registered hereby an additional indeterminate number of shares of Common Stock as may become issuable
to the selling stockholders as a result of stock splits, stock dividends and similar transactions, and, in any such event, the number
of shares registered hereby shall be automatically increased to cover the additional shares |
| (2) |
Represents the higher of: (i) the exercise prices of the convertible
security and (ii) the offering price of securities of the same class as the common stock underlying the convertible security
calculated in accordance with Rule 457(c) under the Securities Act, for the purpose of calculating the registration fee pursuant
to Rule 457(g) under the Securities Act. Represents the closing price of the Common Stock on the OTC Markets on July 6, 2020,
a date within 5 trading days prior to the date of the filing of this registration statement. |
| (3) |
Estimated in accordance with Rule 457(c) under the Securities
Act, solely for the purpose of calculating the registration fee, based on the closing price of our Common Stock on June 7, 2021,
as reported on the OTCQB, a date within 5 trading days of the date of filing of this registration statement. |
| (4) |
Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum
aggregate offering price. |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933
OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 2 to the Registration
Statement on Form S-1 (File No. 333-256947) is to file Exhibits 5.1, 10.35 and 10.40, as indicated in Item 16 of Part II of this amendment.
No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II
of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II
and the signature page to the Registration Statement.
| ITEM 16. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) Exhibits.
The exhibits filed and furnished with this registration statement are
set forth on the “Exhibit Index” set forth elsewhere herein.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of North Sydney, Australia on the 27th day of July, 2021.
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Mawson Infrastructure Group Inc. |
| |
|
| |
By: |
/s/ James Manning |
| |
|
Name: |
James Manning |
| |
|
Title: |
Chief Executive Officer |
Pursuant to the requirements of
the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
James Manning |
|
Chief Executive Officer and
Director
|
|
July 27, 2021 |
| James
Manning |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
* |
|
Chief Financial Officer |
|
July 27, 2021 |
| Or
Eisenberg |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
* |
|
Director |
|
July 27, 2021 |
| Michael
Hughes |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
July 27, 2021 |
| Gregory
Martin |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
July 27, 2021 |
| Yossi
Keret |
|
|
|
|
| *By: |
/s/ James Manning |
|
| |
James Manning |
|
| |
Attorney-in-fact |
|
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 2.1† |
|
Agreement
and Plan of Merger, dated as of May 21, 2017, by and among the Company, Bufiduck Ltd. and Wize Pharma Ltd. (Incorporated by reference
to Company’s Current Report on Form 8-K filed with the SEC on May 22, 2017) |
| |
|
|
| 2.2 |
|
Amendment
No. 1 to Agreement and Plan of Merger, dated as of October 31, 2017, by and among the Company, Bufiduck Ltd. and Wize Pharma Ltd.
(Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November 1, 2017) |
| |
|
|
| 2.3 |
|
Acquisition
Agreement, dated November 21, 2011, with Can-Fite Biopharma Ltd. (Incorporated by reference to Company’s Current Report on
Form 8-K filed with the SEC on November 23, 2011) |
| |
|
|
| 2.4 |
|
Agreement
and Plan of Merger, dated February 24, 2012 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the
SEC on April 5, 2012) |
| |
|
|
| 2.5 |
|
Delaware
Certificate of Merger (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on April 5, 2012) |
| |
|
|
| 2.6 |
|
Nevada
Articles of Merger (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on April 5, 2012) |
| |
|
|
| 3.1 |
|
Certificate
of Incorporation (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on April 5, 2012) |
| |
|
|
| 3.2 |
|
Certificate
of Amendment to Certificate of Incorporation (Incorporated by reference to Company’s Current Report on Form 8-K filed with
the SEC on July 18, 2013) |
| |
|
|
| 3.3 |
|
Certificate
of Amendment to Certificate of Incorporation dated November 15, 2017 (Incorporated by reference to Company’s Current Report
on Form 8-K filed with the SEC on November 21, 2017) |
| |
|
|
| 3.4 |
|
Certificate
of Amendment to Certificate of Incorporation dated March 1, 2018 (Incorporated by reference to Company’s Current Report on
Form 8-K filed with the SEC on March 5, 2018) |
| |
|
|
| 3.5 |
|
Form
of Series A Certificate of Designation (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC
on October 23, 2018) |
| |
|
|
| 3.6 |
|
Bylaws
(Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on May 10, 2013) |
| |
|
|
| 3.7 |
|
Certificate
of Amendment to Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form
8-K filed with the SEC on March 23, 2021. |
| |
|
|
| 3.8 |
|
Certificate
of Registration of a Company of Cosmos Capital Limited ACN 636 458 912 (Incorporated by reference to the Company’s Registration
Statement on Form S-1 (File No. 333-256947) filed with the SEC on June 9, 2021) |
| |
|
|
| 3.9 |
|
Constitution
of Cosmos Capital Limited (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256947)
filed with the SEC on June 9, 2021) |
| |
|
|
| 4.1 |
|
Specimen
Common Stock Certificate (Incorporated by reference to Company’s Registration Statement on Form S-1 filed with the SEC on February
6, 2018) |
| |
|
|
| 4.2 |
|
Form
of PIPE Warrant (Incorporated by reference to Company’s Registration Statement on Form S-1 filed with the SEC on February 6,
2018) |
| |
|
|
| 4.3 |
|
Form
of Series A and B Warrant (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on October
23, 2018) |
| |
|
|
| 4.4 |
|
Form
of February 2021 Convertible Note (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.
333-256947) filed with the SEC on June 9, 2021) |
| |
|
|
| 4.5 |
|
Warrant
issued to HC Wainwright (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256947)
filed with the SEC on June 9, 2021) |
| 4.6 |
|
Warrants
issued to W Capital Advisors Pty Limited (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File
No. 333-256947) filed with the SEC on June 9, 2021) |
| |
|
|
| 5.1# |
|
Opinion of Dentons US LLP |
| |
|
|
| 10.1+ |
|
2012
Stock Incentive Plan (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on February
9, 2012) |
| |
|
|
| 10.2+ |
|
2012
Stock Incentive Plan, Annex A (Incorporated by reference to Company’s Current Report on Form 8-K filed with the
SEC on March 8, 2013) |
| |
|
|
| 10.3 |
|
Chairman
Agreement between the Company and Mark Sieczkarek dated as of April 23, 2019 (Incorporated by reference to Company’s Current
Report on Form 8-K filed with the SEC on April 29, 2019) |
| |
|
|
| 10.4 |
|
Exclusive
Distribution and Licensing Agreement dated May 1, 2015 between Resdevco Ltd. and Wize Pharma Ltd. (formally Star Night Technologies
Ltd.) (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.5 |
|
Amendment
to Licensing Agreement dated November 22, 2015 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s
Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.6 |
|
Amendment
No. 2 to Licensing Agreement dated March 20, 2016 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s
Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.7 |
|
Amendment
No. 1 to Licensing Agreement – Israeli Market dated May 31, 2016 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by
reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.8 |
|
Amendment
No. 2 to Licensing Agreement – Ukraine Market dated May 31, 2016 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by
reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.9 |
|
Addition
to Amendment to Licensing Agreement dated January 6, 2017 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to
Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.10 |
|
Second
Addition to Amendment to Licensing Agreement dated March 30, 2017 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference
to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.11 |
|
Correction
to Licensing Agreement dated June 16, 2017 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s
Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.12 |
|
Appendix
F to Exclusive Distribution and Licensing Agreement between Resdevco Ltd. and Wize Pharma Ltd. signed on May 1, 2015 dated July 20,
2017 (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.13 |
|
Appendix
G to Exclusive Distribution and Licensing Agreement between Resdevco Ltd. and Wize Pharma Ltd. signed on May 1, 2015 dated July 20,
2017 (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.14 |
|
Assumption
Agreement dated August 30, 2016 between Resdevco Ltd. and OcuWize Ltd (Incorporated by reference to Company’s Registration
Statement on Form S-4 filed with the SEC on July 27, 2017) |
| 10.15+ |
|
Employment
Agreement dated September 30, 2015 between Wize Pharma Ltd. and Or Eisenberg (unofficial English translation from Hebrew) (Incorporated
by reference to Company’s Registration Statement on Form S-4 filed with the SEC on July 27, 2017) |
| |
|
|
| 10.16+ |
|
Agreement
for Provision of Services Agreement dated September 30, 2015 between Wize Pharma Ltd. and N Danenberg Holdings (2000) Ltd. (unofficial
English translation from Hebrew) (Incorporated by reference to Company’s Registration Statement on Form S-4 filed with the
SEC on July 27, 2017) |
| |
|
|
| 10.17 |
|
Letter
dated September 6, 2017 from Resdevco Ltd. (Incorporated by reference to Company’s Current Report on Form 8-K filed with the
SEC on November 21, 2017) |
| |
|
|
| 10.18 |
|
Agreement
dated September 25, 2017 between Resdevco Ltd. and Wize Pharma Ltd. (Incorporated by reference to Company’s Current Report
on Form 8-K filed with the SEC on November 21, 2017) |
| |
|
|
| 10.19* |
|
Third
Amendment to Exclusive Distribution and Licensing Agreement by and between Wize Pharma Ltd. and Resdevco Research and Development
Company Ltd., dated December 26, 2017 (Incorporated by reference to Company’s Annual Report on Form 10-K filed with the SEC
on March 29, 2018) |
| |
|
|
| 10.20* |
|
Memorandum
of Understanding by and between Wize Pharma Ltd. and Resdevco Research and Development Company Ltd., dated January 8, 2018 (Incorporated
by reference to Company’s Annual Report on Form 10-K filed with the SEC on June 5, 2018) |
| |
|
|
| 10.21+ |
|
2018
Equity Incentive Plan (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on February 28,
2018) |
| |
|
|
| 10.22* |
|
Exclusive
Distribution Agreement between Wize Pharma Ltd. and HPGC Medical Co.,Ltd. dated May 31, 2018 (Incorporated by reference to Company’s
Current Report on Form 8-K filed with the SEC on June 5, 2018) |
| |
|
|
| 10.23+ |
|
Amendment
to 2018 Equity Incentive Plan (Incorporated by reference to Company’s Annual Report on Form 8-K filed with the SEC on August
21, 2018) |
| |
|
|
| 10.24+ |
|
Employment
Agreement, dated August 21, 2018, between Wize Pharma Ltd. and Or Eisenberg (Incorporated by reference to Company’s Current
Report on Form 8-K filed with the SEC on August 22, 2018) |
| |
|
|
| 10.25+ |
|
Consulting
Services Agreement, dated August 20, 2018, between Wize Pharma Ltd., N. Danenberg Holdings (2000) Ltd. and Noam Danenberg (Incorporated
by reference to Company’s Current Report on Form 8-K filed with the SEC on August 22, 2018) |
| |
|
|
| 10.26 |
|
Form
of Purchase Agreement dated October 22, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with
the SEC on October 23, 2018) |
| |
|
|
| 10.27 |
|
Form
of Registration Rights Agreement dated October 22, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K
filed with the SEC on October 23, 2018) |
| |
|
|
| 10.28 |
|
Placement
Agency Agreement dated October 22, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC
on October 23, 2018) |
| |
|
|
| 10.29 |
|
Convertible
Loan Amendment dated October 19, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC
on October 23, 2018) |
| 10.30 |
|
Amendment
No. 1 to Consulting Services Agreement dated November 7, 2018 (Incorporated by reference to Company’s Current Report on Form
8-K filed with the SEC on November 14, 2018) |
| |
|
|
| 10.31+ |
|
Consulting
Agreement dated November 7, 2018 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on November
14, 2018) |
| |
|
|
| 10.32* |
|
Memorandum
of Understanding between Wize Pharma Ltd. and Resdevco, Research and Development Ltd. dated February 24, 2019 (Incorporated by reference
to Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020) |
| |
|
|
| 10.33 |
|
Amendment
to Convertible Loans Agreements dated March 4, 2019 (Incorporated by reference to Company’s Current Report on Form 8-K filed
with the SEC on March 4, 2019) |
| |
|
|
| 10.34 |
|
Amendment
to Convertible Loans Agreements dated May 31, 2019 (Incorporated by reference to Company’s Current Report on Form 8-K filed
with the SEC on June 4, 2019) |
| |
|
|
| 10.35# |
|
Amendment to Convertible Loans Agreements dated November 29, 2019 |
| |
|
|
| 10.36 |
|
Exchange
Agreement by and between Bonus BioGroup Ltd. and Wize Pharma Inc., dated January 9, 2020 (Incorporated by reference to Company’s
Current Report on Form 8-K filed with the SEC on January 15, 2020) |
| |
|
|
| 10.37 |
|
Share
Purchase Agreement by and between Bonus BioGroup Ltd. and Wize Pharma Inc., dated January 9, 2020 (Incorporated by reference to Company’s
Current Report on Form 8-K filed with the SEC on January 15, 2020) |
| |
|
|
| 10.38 |
|
Form
of Registration Rights Agreement (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January
15, 2020) |
| |
|
|
| 10.39 |
|
Series
B Purchase Agreement by and between Wize Pharma Inc. and various investors, dated January 9, 2020 (Incorporated by reference to Company’s
Current Report on Form 8-K filed with the SEC on January 15, 2020) |
| |
|
|
| 10.40# |
|
Amendment to Exclusive Distribution and Licensing Agreement by and between Wize Pharma Ltd., OcuWize Ltd. and Resdevco Research and Development Company Ltd., dated May 4, 2020 |
| |
|
|
| 10.41 |
|
Letter
Agreement (SPA), dated June 24, 2020, by and between the Company and Bonus BioGroup Ltd. (Incorporated by reference to Company’s
Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020) |
| |
|
|
| 10.42 |
|
Amendment
to Letter Agreement (SPA), dated July 1, 2020, by and between the Company and Bonus BioGroup Ltd. (Incorporated by reference to Company’s
Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020) |
| |
|
|
| 10.43 |
|
Form
of Amendment No. 1, dated as of October 28, 2020, to the Securities Purchase Agreement of October 22, 2018, by and among the Company
and the investors signatory thereto (Incorporated by reference to Company’s Quarterly Report on Form 10-Q filed with the SEC
on November 16, 2020) |
| |
|
|
| 10.44 |
|
Addendum
Agreement, between Wize Pharma, Inc. and Bonus BioGroup Ltd., dated November 29, 2020 (Incorporated by reference to Company’s
Current Report on Form 8-K filed with the SEC on November 30, 2020) |
| 10.45 |
|
Form
of Securities Purchase Agreement, between Wize Pharma, Inc. and various Purchasers, dated December 30, 2020 (Incorporated by reference
to Company’s Current Report on Form 8-K filed with the SEC on January 5, 2021) |
| |
|
|
| 10.46 |
|
Form
of Securities Purchase Agreement, between Wize Pharma, Inc. and Noam Danenberg, dated December 30, 2020 (Incorporated by reference
to Company’s Current Report on Form 8-K filed with the SEC on January 5, 2021) |
| |
|
|
| 10.47† |
|
Deed
of Amendment, dated January 18, 2021, of the Bid Implementation Agreement between Wize Pharma, Inc. and Cosmos Capital Limited, dated
December 30, 2020 (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January 19, 2021) |
| |
|
|
| 10.48 |
|
Form
of Stock Restriction Agreement (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC on January
19, 2021) |
| |
|
|
| 10.49† |
|
Form
of Contingent Value Rights Agreement (Incorporated by reference to Company’s Current Report on Form 8-K filed with the SEC
on January 19, 2021) |
| |
|
|
| 10.50 |
|
Lease
Agreement between Luna Squares LLC (FKA Innovative Property Management, LLC) and The Development Authority of Washington County dated
May 1, 2020 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed
with the SEC on May 19, 2021). |
| |
|
|
| 10.51 |
|
First
Amendment to Lease Agreement and Exercise of Option to Lease an Additional Four Adjoining Acres between Luna Squares LLC (FKA Innovative
Property Management, LLC) and The Development Authority of Washington County dated February 23, 2021. (Incorporated by reference
to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021). |
| |
|
|
| 10.52 |
|
International
Sales Contract No:ZY0220211061 between Cosmos Infrastructure LLC and Canaan Convey Co., Ltd. dated February 5, 2021 (Incorporated
by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19,
2021). |
| |
|
|
| 10.53 |
|
International
Sales Contract NoZY0220211163 between Cosmos Infrastructure LLC and Canaan Convey Co., Ltd. dated March 26, 2021(Incorporated by
reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19,
2021). |
| |
|
|
| 10.54 |
|
Equipment
Purchase and Finance and Security Agreement with Foundry Digital LLC. (Incorporated by reference to the Company’s Quarterly
Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021). |
| |
|
|
| 10.55 |
|
Amendment
To The Equipment Finance And Security Agreement Dated February 5, 2021(Incorporated by reference to the Company’s Quarterly
Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021). |
| |
|
|
| 10.56 |
|
Second
Amendment To The Equipment Finance And Security Agreement Dated April 1, 2021 (Incorporated by reference to the Company’s Quarterly
Report on Form 10-Q for the period ended March 31, 2021 filed with the SEC on May 19, 2021). |
| |
|
|
| 21.1 |
|
Subsidiaries
of the Company (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256947) filed with
the SEC on June 9, 2021) |
| |
|
|
| 23.1## |
|
Consent
of LNP Audit and Assurance Pty Ltd. |
| |
|
|
| 23.2# |
|
Consent of Dentons US LLP (included in Exhibit 5.1) |
| |
|
|
| 24.1## |
|
Power
of Attorney (Included in the signature page hereto) |
| † | Exhibits
and schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. We will furnish the omitted exhibits and schedules to the Securities and Exchange Commission
upon request by the Securities and Exchange Commission. |
| + | Management
compensatory plan |
| ** | Confidential
treatment was requested with respect to certain portions of this exhibit pursuant to 17.C.F.R.
§240.24b-2. Omitted portions were filed separately with the SEC. |
